View:
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (date of earliest event reported): August 2, 2007
GSI Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-33387 77-0398779
(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation) Identification No.)
2360 Owen Street
Santa Clara, California 95054
(Address of principal executive offices)
Registrant's telephone number, including area code:
(408) 980-8388
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
================================================================================
Item 2.02 Results of Operations and Financial Condition.
On August 2, 2007, GSI Technology, Inc. (the "Company") issued a press release
reporting financial results for its fiscal 2008 first quarter ended June 30,
2007. A copy of this press release is attached hereto as Exhibit 99.1.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is
being furnished and shall not be incorporated by reference into any filing of
the Company, whether made before or after the date hereof, regardless of any
general incorporation language in such filing, unless expressly incorporated by
specific reference to such filing. Furthermore, the information in this Item
2.02, including Exhibit 99.1 attached hereto, shall not be deemed to be "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that Section or Sections 11 and
12(a)(2) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
- -------------- -----------------------------------------------------------------
99.1 Press release issued by GSI Technology, Inc. dated August 2, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 2, 2007
GSI Technology, Inc.
By: /s/ Douglas M. Schirle
-----------------------------------
Douglas M. Schirle
Chief Financial Officer
Exhibit Index
Exhibit No. Description
- -------------- -----------------------------------------------------------------
99.1 Press release issued by GSI Technology, Inc. dated August 2, 2007
Exhibit 99.1
GSI Technology, Inc. Announces First-Quarter Fiscal 2008 Results
SANTA CLARA, Calif.--(BUSINESS WIRE)--Aug. 2, 2007--GSI
Technology, Inc. (Nasdaq:GSIT) today announced financial results for
its first fiscal quarter ended June 30, 2007. For the quarter, the
Company earned net income of $1.1 million, or $0.04 per diluted share,
on revenues of $11.3 million, compared to net income of $2.1 million,
or $0.09 per diluted share, on revenues of $14.0 million in the
comparable period a year ago. Diluted earnings per share for the
quarter ended June 30, 2007 includes the impact of the Company's
issuance of 6,131,111 new shares in its initial public offering that
closed on April 3, 2007.
According to Lee-Lean Shu, president and chief executive officer,
"The lower-than-anticipated first-quarter revenues were principally
due to overall weakness in the telecommunications segment of the
network equipment market resulting in decreased orders from our
distributors as they, and a number of our OEM customers who buy from
them, adjusted their inventories. In addition, direct and indirect
sales to Cisco Systems, our largest customer, were down approximately
14% from the previous quarter due, in part, to the continued impact of
the implementation of its lean manufacturing program. During the
quarter, Cisco Systems' contract manufacturers further curtailed their
purchases of our products as they continued to work against their
existing inventories."
Gross margin was 39.1% compared to 36.8% in the prior quarter and
39.9% a year ago. "Despite disappointing revenues, we were pleased
that our gross margin improved substantially over the previous
quarter," said Shu. "The sequential improvement in gross margin
reflects a shift in product mix toward a larger percent of higher
price, higher density products."
Operating margin was 9.7% compared to 15.6% in the prior quarter
and 21.3% a year ago. The decline was due primarily to an increase in
selling, general and administrative expenses -- to $2.2 million from
$1.8 million last quarter -- attributable to a variety of factors,
including increases in outside accounting fees, legal fees, insurance
costs and consulting expenses, most of which were related to GSI
Technology becoming a public company.
Total stock-based compensation costs for the first quarter were
$387,000 compared to $406,000 in the fourth quarter of 2007.
Inventory decreased from $24.2 million at March 31, 2007 to $21.1
million at June 30, 2007 due to a reduced level of wafer purchases in
the first quarter compared to the two prior quarters.
At June 30, 2007, the Company had $42.8 million in cash, cash
equivalents and short-term investments, $64.6 million in working
capital, and shareholders' equity of $70.2 million.
Regarding the outlook for the quarter ending September 30, 2007,
Mr. Shu said, "Although forecasting revenues is difficult, we
currently expect second quarter net revenues to be in the range of
$12.5 million to $13.5 million, with gross margins comparable to the
first quarter. We expect net income to be in the range of $1.4 million
to $1.6 million, or approximately $0.04 to $0.05 per diluted share,
based on approximately 29,100,000 shares. Initial results early in the
quarter suggest that demand for our core products is strengthening. We
also expect Cisco Systems business to improve in the second quarter,
although we do not expect a return to historical levels this quarter."
About GSI Technology
Founded in 1995, GSI Technology, Inc. is a leading provider of
high-performance static random access memory, or SRAM, products
primarily incorporated in networking and telecommunications equipment.
Headquartered in Santa Clara, California, GSI Technology is ISO 9001
certified and has worldwide factory and sales locations. For more
information, please visit www.gsitechnology.com.
Conference Call
GSI Technology plans to review its financial results for the first
quarter of its fiscal year ending March 31, 2008 and discuss its
current business outlook during a conference call for investors at
4:30 p.m. EDT (1:30 p.m. PDT) today, August 2, 2007. You may also
listen to the teleconference live via the Internet at
www.gsitechnology.com or www.earnings.com. To listen to the
teleconference, please call toll-free 877-717-3046 (or 706-634-6364
for international callers) approximately 10 minutes prior to the start
time. For those unable to attend, these web sites will archive the
call.
Forward-Looking Statements
The statements contained in this press release that are not purely
historical are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended,
including statements regarding GSI Technology's expectations, beliefs,
intentions, or strategies regarding the future. All forward-looking
statements included in this press release are based upon information
available to GSI Technology as of the date hereof, and GSI Technology
assumes no obligation to update any such forward-looking statements.
Forward-looking statements involve a variety of risks and
uncertainties, which could cause actual results to differ materially
from those projected. These risks include those associated
with fluctuations in GSI Technology's operating results; GSI
Technology's historical dependence on sales to a limited number of
customers and fluctuations in the mix of customers in any period; the
rapidly evolving markets for GSI Technology's products and uncertainty
regarding the development of these markets; the need to develop and
introduce new products to offset the historical decline in the average
unit selling price of GSI Technology's products; the challenges of
rapid growth followed by periods of contraction; and intensive
competition. Further information regarding these and other risks
relating to GSI Technology's business is contained in the company's
filings with the Securities and Exchange Commission, including those
factors discussed under the caption "Risk Factors" in such filings.
GSI TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
Three Months Ended
---------------------------
June 30, March 31, June 30,
2007 2007 2006
-------- --------- --------
Net Revenue $11,305 $13,979 $13,973
Cost of goods sold 6,886 8,829 8,395
-------- --------- --------
Gross profit 4,419 5,150 5,578
-------- --------- --------
Operating expenses:
Research & development 1,132 1,195 1,287
Selling, general and administrative 2,187 1,768 1,318
-------- --------- --------
Total operating expenses 3,319 2,963 2,605
-------- --------- --------
Operating income 1,100 2,187 2,973
Interest and other income, net 465 187 185
-------- --------- --------
Income before income taxes 1,565 2,374 3,158
Provision for income taxes 511 958 1,048
-------- --------- --------
Net income $ 1,054 $ 1,416 $ 2,110
======== ========= ========
Earnings per share, basic $ 0.04 $ 0.19 $ 0.30
Earnings per share, diluted $ 0.04 $ 0.06 $ 0.09
Weighted-average shares used in computing
per share amounts:
Basic 27,133 6,300 6,181
Diluted 28,790 23,063 22,642
Stock based compensation included in the Condensed Consolidated
Statement of Operations:
Three Months Ended
----------------------------------
June 30, March 31, June 30,
2007 2007 2006
------------- ---------- ---------
Cost of goods sold $ 85 $ 73 $ 19
Research & development 128 144 47
Selling, general and administrative 174 189 45
------------- ---------- ---------
$387 $406 $111
============= ========== =========
GSI TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
June 30, 2007 March 31, 2007
------------- --------------
Cash and cash equivalents $ 15,287 $ 4,275
Short-term investments 27,483 4,000
Inventory 21,100 24,209
Other current assets 7,985 11,686
Net property and equipment 4,832 4,745
Other assets 1,027 995
------------ --------------
Total assets $ 77,714 $49,910
============ ==============
Current liabilities $ 7,230 $11,171
Long-term liabilities $ 284
Redeemable convertible preferred stock - 9,007
Stockholders' equity 70,200 29,732
------------ --------------
Total liabilities and stockholders'
equity $ 77,714 $49,910
============ ==============
CONTACT: GSI Technology, Inc.
Douglas M. Schirle
Chief Financial Officer
408-980-8388
or
Silverman Heller Associates
Philip Bourdillon/Gene Heller
310-208-2550